I'm a director of nonprofit 501(c)(3) public benefit nonmembership corp in Oregon
I'm 1 of 3 board of directors who are volunteer representatives & were elected by the core volunteers of our org to represent them
Rest of directors are elected by the board
Removal of Directors
Any Director elected or appointed by the Board may be removed by the Board, for cause, by the Directors then in office, except for the director in question, whenever in its judgment the best interests of Org would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of a Director shall not of itself create contract rights.
bylaws Section 2. b. At least two Directors shall have been designated by active volunteers (as defined by the Board) from their own number, to be their representatives on the Board (“Volunteer Representative Directors”). Section 4. a. Prior to the annual meeting of the Board, the Board shall arrange and hold a meeting of Org volunteers, for the purpose of designating of one or more Volunteer Representative Directors in accordance with Section 2.b. above, to the end that in no year will the Board include fewer than two Volunteer Representative Directors. b. Prior to the annual meeting of the Board, the Board shall elect the successors to the Directors whose terms expire that year, other than Volunteer Representative Directors, except that a Director shall not vote or block consensus on that Director’s own position. Nominations shall be sought from the community served by Org, including but not limited to the Board, the Staff, and Volunteers.
Estate Planning Attorney
The removal language you cite does not directly address the removal of the volunteer representatives. Having volunteer representatives is a bit unusual and would not be covered by the bylaws of most not for profits. When the idea was added to the bylaws, the board may not have covered the removal of the volunteer reps. In order to answer your questions, one would have to read all of the articles of incorporation and the bylaws as well as the Oregon statutes. However, it may be that the situation is not specifically covered so the situation is uncertain.
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When “for cause” is used in a contract, it is ordinarily defined in the contract. Evidently your Bylaws do not define it. The OR corporate laws may have a definition. If not, I would say a typical definition is conviction of a felony or a misdemeanor involving moral turpitude. Or the Board may just decide to define it. Beyond that the Q is what the first clause quoted means: Does it mean any Director can be removed? Or only that “a director elected . . . by the Board” may be removed. If the latter, then the Board would not have authority to remove you, since you were elected by the core volunteers, not by the Board. This would be in keeping with the general rule of corporate law that a director can be removed only by the shareholders, and not solely by Board action.
Since the Bylaws appear to be silent on removal by the core volunteers, they would have no authority to remove anyone.
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